Safehold SC 13G/A Istar Financial Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

ISTAR FINANCIAL INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

45031U101

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45031U101
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Investment Master Fund, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 776,654 shares of Common Stock
			7		Sole Dispositive Power
			8		Shared Dispositive Power 776,654 shares of Common Stock
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 776,654 shares of Common Stock
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.9%
	12	Type of Reporting Person (See Instructions) PN

2

CUSIP No. 45031U101
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Advisors, L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power
			6		Shared Voting Power 776,654 shares of Common Stock
			7		Sole Dispositive Power
			8		Shared Dispositive Power 776,654 shares of Common Stock
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 776,654 shares of Common Stock
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 0.9%
	12	Type of Reporting Person (See Instructions) PN

3

CUSIP No. 45031U101
	13	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Capital Management, LLC
	14	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	15	SEC Use Only
	16	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			17		Sole Voting Power
			18		Shared Voting Power 776,654 shares of Common Stock
			19		Sole Dispositive Power
			20		Shared Dispositive Power 776,654 shares of Common Stock
	21	Aggregate Amount Beneficially Owned by Each Reporting Person 776,654 shares of Common Stock
	22	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	23	Percent of Class Represented by Amount in Row (9) 0.9%
	24	Type of Reporting Person (See Instructions) OO

4

CUSIP No. 45031U101
	25	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management, L.P.
	26	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	27	SEC Use Only
	28	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			29		Sole Voting Power
			30		Shared Voting Power 776,654 shares of Common Stock
			31		Sole Dispositive Power
			32		Shared Dispositive Power 776,654 shares of Common Stock
	33	Aggregate Amount Beneficially Owned by Each Reporting Person 776,654 shares of Common Stock
	34	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	35	Percent of Class Represented by Amount in Row (9) 0.9%
	36	Type of Reporting Person (See Instructions) PN

5

CUSIP No. 45031U101
	37	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management GP, LLC
	38	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	39	SEC Use Only
	40	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			41		Sole Voting Power
			42		Shared Voting Power 776,654 shares of Common Stock
			43		Sole Dispositive Power
			44		Shared Dispositive Power 776,654 shares of Common Stock
	45	Aggregate Amount Beneficially Owned by Each Reporting Person 776,654 shares of Common Stock
	46	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	47	Percent of Class Represented by Amount in Row (9) 0.9%
	48	Type of Reporting Person (See Instructions) OO

6

CUSIP No. 45031U101
	49	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Special Opportunities Managed Account, L.P.
	50	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	51	SEC Use Only
	52	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			53		Sole Voting Power
			54		Shared Voting Power 1,602,479 shares of Common Stock
			55		Sole Dispositive Power
			56		Shared Dispositive Power 1,602,479 shares of Common Stock
	57	Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,479 shares of Common Stock
	58	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	59	Percent of Class Represented by Amount in Row (9) 1.8%
	60	Type of Reporting Person (See Instructions) PN

7

CUSIP No. 45031U101
	61	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Advisors, L.P.
	62	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	63	SEC Use Only
	64	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			65		Sole Voting Power
			66		Shared Voting Power 1,602,479 shares of Common Stock
			67		Sole Dispositive Power
			68		Shared Dispositive Power 1,602,479 shares of Common Stock
	69	Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,479 shares of Common Stock
��	70	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	71	Percent of Class Represented by Amount in Row (9) 1.8%
	72	Type of Reporting Person (See Instructions) PN

8

CUSIP No. 45031U101
	73	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Capital Management, LLC
	74	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	75	SEC Use Only
	76	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			77		Sole Voting Power
			78		Shared Voting Power 1,602,479 shares of Common Stock
			79		Sole Dispositive Power
			80		Shared Dispositive Power 1,602,479 shares of Common Stock
	81	Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,479 shares of Common Stock
	82	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	83	Percent of Class Represented by Amount in Row (9) 1.8%
	84	Type of Reporting Person (See Instructions) OO

9

CUSIP No. 45031U101
	85	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management, L.P.
	86	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	87	SEC Use Only
	88	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			89		Sole Voting Power
			90		Shared Voting Power 1,602,479 shares of Common Stock
			91		Sole Dispositive Power
			92		Shared Dispositive Power 1,602,479 shares of Common Stock
	93	Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,479 shares of Common Stock
	94	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	95	Percent of Class Represented by Amount in Row (9) 1.8%
	96	Type of Reporting Person (See Instructions) PN

10

CUSIP No. 45031U101
	97	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management GP, LLC
	98	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	99	SEC Use Only
	100	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			101		Sole Voting Power
			102		Shared Voting Power 1,602,479 shares of Common Stock
			103		Sole Dispositive Power
			104		Shared Dispositive Power 1,602,479 shares of Common Stock
	105	Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,479 shares of Common Stock
	106	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	107	Percent of Class Represented by Amount in Row (9) 1.8%
	108	Type of Reporting Person (See Instructions) OO

11

CUSIP No. 45031U101
	109	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Centre Street Partnership, L.P.
	110	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	111	SEC Use Only
	112	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			113		Sole Voting Power
			114		Shared Voting Power 955,162 shares of Common Stock
			115		Sole Dispositive Power
			116		Shared Dispositive Power 955,162 shares of Common Stock
	117	Aggregate Amount Beneficially Owned by Each Reporting Person 955,162 shares of Common Stock
	118	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	119	Percent of Class Represented by Amount in Row (9) 1.1%
	120	Type of Reporting Person (See Instructions) PN

12

CUSIP No. 45031U101
	121	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Centre Street Management, LLC
	122	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	123	SEC Use Only
	124	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			125		Sole Voting Power
			126		Shared Voting Power 955,162 shares of Common Stock
			127		Sole Dispositive Power
			128		Shared Dispositive Power 955,162 shares of Common Stock
	129	Aggregate Amount Beneficially Owned by Each Reporting Person 955,162 shares of Common Stock
	130	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	131	Percent of Class Represented by Amount in Row (9) 1.1%
	132	Type of Reporting Person (See Instructions) OO

13

CUSIP No. 45031U101
	133	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Strategies Master Fund Ltd.
	134	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	135	SEC Use Only
	136	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			137		Sole Voting Power
			138		Shared Voting Power 2,046,692 shares of Common Stock
			139		Sole Dispositive Power
			140		Shared Dispositive Power 2,046,692 shares of Common Stock
	141	Aggregate Amount Beneficially Owned by Each Reporting Person 2,046,692 shares of Common Stock
	142	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	143	Percent of Class Represented by Amount in Row (9) 2.4%
	144	Type of Reporting Person (See Instructions) CO

14

CUSIP No. 45031U101
	145	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Fund Management LLC
	146	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	147	SEC Use Only
	148	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			149		Sole Voting Power
			150		Shared Voting Power 2,046,692 shares of Common Stock
			151		Sole Dispositive Power
			152		Shared Dispositive Power 2,046,692 shares of Common Stock
	153	Aggregate Amount Beneficially Owned by Each Reporting Person 2,046,692 shares of Common Stock
	154	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	155	Percent of Class Represented by Amount in Row (9) 2.4%
	156	Type of Reporting Person (See Instructions) OO

15

CUSIP No. 45031U101
	157	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Operating LP
	158	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	159	SEC Use Only
	160	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			161		Sole Voting Power
			162		Shared Voting Power 2,046,692 shares of Common Stock
			163		Sole Dispositive Power
			164		Shared Dispositive Power 2,046,692 shares of Common Stock
	165	Aggregate Amount Beneficially Owned by Each Reporting Person 2,046,692 shares of Common Stock
	166	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	167	Percent of Class Represented by Amount in Row (9) 2.4%
	168	Type of Reporting Person (See Instructions) PN

16

CUSIP No. 45031U101
	169	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Capital LLC
	170	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	171	SEC Use Only
	172	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			173		Sole Voting Power
			174		Shared Voting Power 2,046,692 shares of Common Stock
			175		Sole Dispositive Power
			176		Shared Dispositive Power 2,046,692 shares of Common Stock
	177	Aggregate Amount Beneficially Owned by Each Reporting Person 2,046,692 shares of Common Stock
	178	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	179	Percent of Class Represented by Amount in Row (9) 2.4%
	180	Type of Reporting Person (See Instructions) OO

17

CUSIP No. 45031U101
	181	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). ST Management Holdings LLC
	182	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	183	SEC Use Only
	184	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			185		Sole Voting Power
			186		Shared Voting Power 2,046,692 shares of Common Stock
			187		Sole Dispositive Power
			188		Shared Dispositive Power 2,046,692 shares of Common Stock
	189	Aggregate Amount Beneficially Owned by Each Reporting Person 2,046,692 shares of Common Stock
	190	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	191	Percent of Class Represented by Amount in Row (9) 2.4%
	192	Type of Reporting Person (See Instructions) OO

18

CUSIP No. 45031U101
	193	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SK Strategic Investments, L.P.
	194	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	195	SEC Use Only
	196	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			197		Sole Voting Power
			198		Shared Voting Power 496,353 shares of Common Stock
			199		Sole Dispositive Power
			200		Shared Dispositive Power 496,353 shares of Common Stock
	201	Aggregate Amount Beneficially Owned by Each Reporting Person 496,353 shares of Common Stock
	202	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	203	Percent of Class Represented by Amount in Row (9) 0.6%
	204	Type of Reporting Person (See Instructions) PN

19

CUSIP No. 45031U101
	205	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SK Strategic Management, LLC
	206	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	207	SEC Use Only
	208	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			209		Sole Voting Power
			210		Shared Voting Power 496,353 shares of Common Stock
			211		Sole Dispositive Power
			212		Shared Dispositive Power 496,353 shares of Common Stock
	213	Aggregate Amount Beneficially Owned by Each Reporting Person 496,353 shares of Common Stock
	214	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	215	Percent of Class Represented by Amount in Row (9) 0.6%
	216	Type of Reporting Person (See Instructions) OO

20

CUSIP No. 45031U101
	217	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Spectrum Fund, L.P.
	218	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	219	SEC Use Only
	220	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			221		Sole Voting Power
			222		Shared Voting Power 196,569 shares of Common Stock
			223		Sole Dispositive Power
			224		Shared Dispositive Power 196,569 shares of Common Stock
	225	Aggregate Amount Beneficially Owned by Each Reporting Person 196,569 shares of Common Stock
	226	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	227	Percent of Class Represented by Amount in Row (9) 0.2%
	228	Type of Reporting Person (See Instructions) PN

21

CUSIP No. 45031U101
	229	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Spectrum Advisors, LLC
	230	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	231	SEC Use Only
	232	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			233		Sole Voting Power
			234		Shared Voting Power 196,569 shares of Common Stock
			235		Sole Dispositive Power
			236		Shared Dispositive Power 196,569 shares of Common Stock
	237	Aggregate Amount Beneficially Owned by Each Reporting Person 196,569 shares of Common Stock
	238	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	239	Percent of Class Represented by Amount in Row (9) 0.2%
	240	Type of Reporting Person (See Instructions) OO

22

CUSIP No. 45031U101
	241	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Spectrum Management, LLC
	242	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	243	SEC Use Only
	244	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			245		Sole Voting Power
			246		Shared Voting Power 196,569 shares of Common Stock
			247		Sole Dispositive Power
			248		Shared Dispositive Power 196,569 shares of Common Stock
	249	Aggregate Amount Beneficially Owned by Each Reporting Person 196,569 shares of Common Stock
	250	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	251	Percent of Class Represented by Amount in Row (9) 0.2%
	252	Type of Reporting Person (See Instructions) OO

23

CUSIP No. 45031U101
	253	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Franklin Partnership, L.P.
	254	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	255	SEC Use Only
	256	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			257		Sole Voting Power
			258		Shared Voting Power 284,975 shares of Common Stock
			259		Sole Dispositive Power
			260		Shared Dispositive Power 284,975 shares of Common Stock
	261	Aggregate Amount Beneficially Owned by Each Reporting Person 284,975 shares of Common Stock
	262	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	263	Percent of Class Represented by Amount in Row (9) 0.3%
	264	Type of Reporting Person (See Instructions) PN

24

CUSIP No. 45031U101
	265	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Franklin Management, LLC
	266	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	267	SEC Use Only
	268	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			269		Sole Voting Power
			270		Shared Voting Power 284,975 shares of Common Stock
			271		Sole Dispositive Power
			272		Shared Dispositive Power 284,975 shares of Common Stock
	273	Aggregate Amount Beneficially Owned by Each Reporting Person 284,975 shares of Common Stock
	274	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	275	Percent of Class Represented by Amount in Row (9) 0.3%
	276	Type of Reporting Person (See Instructions) OO

25

CUSIP No. 45031U101
	277	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo TR Opportunistic Ltd.
	278	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	279	SEC Use Only
	280	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			281		Sole Voting Power
			282		Shared Voting Power 318,102 shares of Common Stock
			283		Sole Dispositive Power
			284		Shared Dispositive Power 318,102 shares of Common Stock
	285	Aggregate Amount Beneficially Owned by Each Reporting Person 318,102 shares of Common Stock
	286	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	287	Percent of Class Represented by Amount in Row (9) 0.4%
	288	Type of Reporting Person (See Instructions) CO

26

CUSIP No. 45031U101
	289	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Total Return Master Fund LP
	290	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	291	SEC Use Only
	292	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			293		Sole Voting Power
			294		Shared Voting Power 318,102 shares of Common Stock
			295		Sole Dispositive Power
			296		Shared Dispositive Power 318,102 shares of Common Stock
	297	Aggregate Amount Beneficially Owned by Each Reporting Person 318,102 shares of Common Stock
	298	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	299	Percent of Class Represented by Amount in Row (9) 0.4%
	300	Type of Reporting Person (See Instructions) PN

27

CUSIP No. 45031U101
	301	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Total Return Management LLC
	302	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	303	SEC Use Only
	304	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			305		Sole Voting Power
			306		Shared Voting Power 318,102 shares of Common Stock
			307		Sole Dispositive Power
			308		Shared Dispositive Power 318,102 shares of Common Stock
	309	Aggregate Amount Beneficially Owned by Each Reporting Person 318,102 shares of Common Stock
	310	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	311	Percent of Class Represented by Amount in Row (9) 0.4%
	312	Type of Reporting Person (See Instructions) OO

28

CUSIP No. 45031U101
	313	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Alternative Credit Long Short Fund, L.P.
	314	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	315	SEC Use Only
	316	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			317		Sole Voting Power
			318		Shared Voting Power 57,836 shares of Common Stock
			319		Sole Dispositive Power
			320		Shared Dispositive Power 57,836 shares of Common Stock
	321	Aggregate Amount Beneficially Owned by Each Reporting Person 57,836 shares of Common Stock
	322	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	323	Percent of Class Represented by Amount in Row (9) 0.1%
	324	Type of Reporting Person (See Instructions) PN

29

CUSIP No. 45031U101
	325	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Alternative Credit Long Short Advisors, LLC
	326	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	327	SEC Use Only
	328	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			329		Sole Voting Power
			330		Shared Voting Power 57,836 shares of Common Stock
			331		Sole Dispositive Power
			332		Shared Dispositive Power 57,836 shares of Common Stock
	333	Aggregate Amount Beneficially Owned by Each Reporting Person 57,836 shares of Common Stock
	334	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	335	Percent of Class Represented by Amount in Row (9) 0.1%
	336	Type of Reporting Person (See Instructions) OO

30

CUSIP No. 45031U101
	337	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Alternative Credit Long Short Management, LLC
	338	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	339	SEC Use Only
	340	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			341		Sole Voting Power
			342		Shared Voting Power 57,836 shares of Common Stock
			343		Sole Dispositive Power
			344		Shared Dispositive Power 57,836 shares of Common Stock
	345	Aggregate Amount Beneficially Owned by Each Reporting Person 57,836 shares of Common Stock
	346	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	347	Percent of Class Represented by Amount in Row (9) 0.1%
	348	Type of Reporting Person (See Instructions) OO

31

CUSIP No. 45031U101
	349	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management, L.P.
	350	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	351	SEC Use Only
	352	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			353		Sole Voting Power
			354		Shared Voting Power 6,734,822 shares of Common Stock
			355		Sole Dispositive Power
			356		Shared Dispositive Power 6,734,822 shares of Common Stock
	357	Aggregate Amount Beneficially Owned by Each Reporting Person 6,734,822 shares of Common Stock
	358	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	359	Percent of Class Represented by Amount in Row (9) 7.3%
	360	Type of Reporting Person (See Instructions) PN

32

CUSIP No. 45031U101
	361	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management GP, LLC
	362	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	363	SEC Use Only
	364	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			365		Sole Voting Power
			366		Shared Voting Power 6,734,822 shares of Common Stock
			367		Sole Dispositive Power
			368		Shared Dispositive Power 6,734,822 shares of Common Stock
	369	Aggregate Amount Beneficially Owned by Each Reporting Person 6,734,822 shares of Common Stock
	370	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	371	Percent of Class Represented by Amount in Row (9) 7.3%
	372	Type of Reporting Person (See Instructions) OO

33

CUSIP No. 45031U101
	373	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II, L.P.
	374	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	375	SEC Use Only
	376	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			377		Sole Voting Power
			378		Shared Voting Power 2,575,702 shares of Common Stock
			379		Sole Dispositive Power
			380		Shared Dispositive Power 2,575,702 shares of Common Stock
	381	Aggregate Amount Beneficially Owned by Each Reporting Person 2,575,702 shares of Common Stock
	382	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	383	Percent of Class Represented by Amount in Row (9) 2.9%
	384	Type of Reporting Person (See Instructions) PN

34

CUSIP No. 45031U101
	385	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II GP, LLC
	386	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	387	SEC Use Only
	388	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			389		Sole Voting Power
			390		Shared Voting Power 2,575,702 shares of Common Stock
			391		Sole Dispositive Power
			392		Shared Dispositive Power 2,575,702 shares of Common Stock
	393	Aggregate Amount Beneficially Owned by Each Reporting Person 2,575,702 shares of Common Stock
	394	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	395	Percent of Class Represented by Amount in Row (9) 2.9%
	396	Type of Reporting Person (See Instructions) OO

35

CUSIP No. 45031U101
	397	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings IX, L.P.
	398	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	399	SEC Use Only
	400	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			401		Sole Voting Power
			402		Shared Voting Power 57,836 shares of Common Stock
			403		Sole Dispositive Power
			404		Shared Dispositive Power 57,836 shares of Common Stock
	405	Aggregate Amount Beneficially Owned by Each Reporting Person 57,836 shares of Common Stock
	406	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	407	Percent of Class Represented by Amount in Row (9) 0.1%
	408	Type of Reporting Person (See Instructions) PN

36

CUSIP No. 45031U101
	409	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings IX GP, Ltd
	410	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	411	SEC Use Only
	412	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			413		Sole Voting Power
			414		Shared Voting Power 57,836 shares of Common Stock
			415		Sole Dispositive Power
			416		Shared Dispositive Power 57,836 shares of Common Stock
	417	Aggregate Amount Beneficially Owned by Each Reporting Person 57,836 shares of Common Stock
	418	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	419	Percent of Class Represented by Amount in Row (9) 0.1%
	420	Type of Reporting Person (See Instructions) CO

37

CUSIP No. 45031U101
	421	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings, L.P.
	422	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	423	SEC Use Only
	424	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			425		Sole Voting Power
			426		Shared Voting Power 6,734,822 shares of Common Stock
			427		Sole Dispositive Power
			428		Shared Dispositive Power 6,734,822 shares of Common Stock
	429	Aggregate Amount Beneficially Owned by Each Reporting Person 6,734,822 shares of Common Stock
	430	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	431	Percent of Class Represented by Amount in Row (9) 7.3%
	432	Type of Reporting Person (See Instructions) PN

38

CUSIP No. 45031U101
	433	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings GP, LLC
	434	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	435	SEC Use Only
	436	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			437		Sole Voting Power
			438		Shared Voting Power 6,734,822 shares of Common Stock
			439		Sole Dispositive Power
			440		Shared Dispositive Power 6,734,822 shares of Common Stock
	441	Aggregate Amount Beneficially Owned by Each Reporting Person 6,734,822 shares of Common Stock
	442	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	443	Percent of Class Represented by Amount in Row (9) 7.3%
	444	Type of Reporting Person (See Instructions) OO

39

Item 1.	(a)	Name of Issuer iStar Financial Inc.
	(b)	Address of Issuer’s Principal Executive Offices 1114 Avenue of the Americas, 39th Floor New York, New York 10036
Item 2.	(a)	Name of Person Filing This statement is filed by (i) Apollo Value Investment Master Fund, L.P. (“Value Master Fund”), (ii) Apollo Value Advisors, L.P. (“Value Advisors”), (iii) Apollo Value Capital Management, LLC (“Value Capital Management”), (iv) Apollo Value Management, L.P. (“Value Management”), (v) Apollo Value Management GP, LLC (“Value Management GP”), (vi) Apollo Special Opportunities Managed Account, L.P. (“SOMA Fund”), (vii) Apollo SOMA Advisors, L.P. (“SOMA Advisors”), (viii) Apollo SOMA Capital Management, LLC (“SOMA Capital Management”), (ix) Apollo SVF Management, L.P. (“SVF Management”), (x) Apollo SVF Management GP, LLC (“SVF Management GP”), (xi) Apollo Centre Street Partnership, L.P. (“Centre Street LP”), (xii) Apollo Centre Street Management, LLC (“Centre Street Management”), (xiii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”), (xiv) Apollo ST Fund Management LLC (“ST Management”), (xv) Apollo ST Operating LP (“ST Operating”), (xvi) Apollo ST Capital LLC (“ST Capital”), (xvii) ST Management Holdings LLC (“ST Management Holdings”), (xviii) Apollo SK Strategic Investments, L.P. (“SK Strategic LP”), (xix) Apollo SK Strategic Management, LLC (“SK Strategic Management”), (xx) Apollo Capital Spectrum Fund, L.P. (“Capital Spectrum”), (xxi) Apollo Capital Spectrum Advisors, LLC (“Capital Spectrum Advisors”), (xxii) Apollo Capital Spectrum Management, LLC (“Capital Spectrum Management”), (xxiii) Apollo Franklin Partnership, L.P. (“Apollo Franklin”), (xxiv) Apollo Franklin Management, LLC (“Franklin Management”), (xxv) Apollo TR Opportunistic Ltd. (“TR Opportunistic”), (xxvi) Apollo Total Return Master Fund LP (“TR Master Fund”), (xxvii) Apollo Total Return Management LLC (“TR Management”), (xxviii) Apollo Alternative Credit Long Short Fund, L.P. (“AA Credit LP”), (xix) Apollo Alternative Credit Long Short Advisors, LLC (“AA Credit Advisors”), (xxx) Apollo Alternative Credit Long Short Management, LLC (“AA Credit Management”), (xxxi) Apollo Capital Management, L.P. (“Capital Management”), (xxxii) Apollo Capital Management GP, LLC (“Capital Management GP”), (xxxiii) Apollo Principal Holdings II, L.P. (“Principal II”), (xxxiv) Apollo Principal Holdings II GP, LLC (“Principal II GP”), (xxxv) Apollo Principal Holdings IX, L.P. (“Principal IX”), (xxxvi) Apollo Principal Holdings IX GP, Ltd (“Principal IX GP”), (xxxvii) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxxviii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). Value Master Fund, SOMA Fund, Centre Street LP, Credit Strategies, SK Strategic LP, Capital Spectrum, Apollo Franklin, TR Opportunistic and AA Credit LP each hold securities of the Issuer.  Value Advisors serves as the managing general partner of Value Master Fund, and Value Capital Management serves as the general partner of Value Advisors.  Value Management serves as the manager of Value Master Fund, and Value Management GP serves as the general partner of Value Management.  SOMA Advisors serves as the general partner of SOMA Fund, and SOMA Capital Management serves as the general partner of SOMA Advisors.  SVF Management serves as the manager of SOMA Fund, and SVF Management GP serves as the general partner of SVF Management.  Centre Street Management serves as the investment manager for Centre Street LP.  ST Management serves as the investment manager for Credit Strategies.  ST Operating is the sole member of ST Management.  The general partner of ST Operating is ST Capital.  ST Management Holdings is the sole member of ST Capital.  SK Strategic Management serves as the investment manager for SK Strategic LP.  Capital Spectrum Advisors serves as the general partner of Capital Spectrum, and Capital Spectrum Management serves as the investment manager for Capital Spectrum.  Franklin Management serves as the investment manager for Apollo Franklin.  TR Master Fund is the sole shareholder of TR Opportunistic, and TR Management serves as the investment manager for TR Master Fund.  AA Credit Advisors is the general partner of AA Credit LP, and AA Credit Management serves as the investment manager for AA Credit LP

40

Capital Management serves as the sole member and manager of Value Management GP, SVF Management GP, Centre Street Management, ST Management Holdings, SK Strategic Management, Capital Spectrum Management, Franklin Management, TR Management and AA Credit Management.  Capital Management GP serves as the general partner of Capital Management.  Principal II serves as the sole member and manager of Value Capital Management, SOMA Capital Management and Capital Spectrum Advisors, and Principal II GP serves as the general partner of Principal II.  Principal IX is the sole member of AA Credit Advisors, and Principal IX GP is the general partner of Principal IX.  Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.  Value Master Fund, Value Advisors, Value Capital Management, Value Management, Value Management GP, SOMA Fund, SOMA Advisors, SOMA Capital Management, SVF Management, SVF Management GP, Centre Street LP, Centre Street Management, Credit Strategies, ST Management, ST Operating, ST Capital, ST Management Holdings, SK Strategic LP, SK Strategic Management, Capital Spectrum, Capital Spectrum Advisors, Capital Spectrum Management, Apollo Franklin, Franklin Management, TR Opportunistic, TR Master Fund, TR Management, AA Credit LP, AA Credit Advisors, AA Credit Management, Capital Management, Capital Management GP, Principal II, Principal II GP, Principal IX, Principal IX GP, Management Holdings and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”

(b)

Address of Principal Business Office or, if none, Residence The principal office of Value Master Fund, Credit Strategies, Capital Spectrum, TR Opportunistic and TR Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1 1104, Cayman Islands.  The principal office of Principal IX and Principal IX GP is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Street, George Town, Grand Cayman KY1-9005, Cayman Islands.  The principal office of Value Advisors, Value Capital Management, SOMA Fund, SOMA Advisors, SOMA Capital Management, Centre Street LP, Centre Street Management, SK Strategic LP, Capital Spectrum Advisors, Apollo Franklin, AA Credit LP, AA Credit Advisors, AA Credit Management, Principal II and Principal II GP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal office of each of Value Management, Value Management GP, SVF Management, SVF Management GP, ST Management, ST Operating, ST Capital, ST Management Holdings, SK Strategic Management, Capital Spectrum Management, Franklin Management, TR Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

41

		(c)	Citizenship Value Advisors, Value Management, SOMA Fund, SOMA Advisors, SVF Management, Centre Street LP, ST Operating, Apollo Franklin, AA Credit LP, Capital Management, Principal II and Management Holdings are each Delaware limited partnerships.  Value Capital Management, Value Management GP, SOMA Capital Management, SVF Management GP, Centre Street Management, ST Management, ST Capital, ST Management Holdings, SK Strategic Management, Capital Spectrum Advisors, Capital Spectrum Management, Franklin Management, TR Management, AA Credit Advisors, AA Credit Management, Management GP, Principal II GP and Management Holdings GP are each Delaware limited liability companies. Value Master Fund, SK Strategic LP, Capital Spectrum, TR Master Fund and Principal IX are each exempted limited partnerships registered in the Cayman Islands.  Credit Strategies, TR Opportunistic and Principal IX GP are each exempted companies incorporated in the Cayman Islands with limited liability.
		(d)	Title of Class of Securities Common stock, par value $0.001 (the “Common Stock”).
		(e)	CUSIP Number 45031U101
Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
		Not applicable.
	Item 4.	Ownership.
		(a)		Amount beneficially owned:
				Value Master Fund:	776,654
				Value Advisors:	776,654
				Value Capital Management:	776,654
				Value Management:	776,654
				Value Management GP:	776,654
				SOMA Fund:	1,602,479
				SOMA Advisors:	1,602,479
				SOMA Capital Management:	1,602,479
				SVF Management:	1,602,479
				SVF Management GP:	1,602,479
				Centre Street LP:	955,162
				Centre Street Management:	955,162
				Credit Strategies:	2,046,692
				ST Management:	2,046,692
				ST Operating:	2,046,692
				ST Capital:	2,046,692
				ST Management Holdings:	2,046,692
				SK Strategic LP:	496,353
				SK Strategic Management:	496,353
				Capital Spectrum:	196,569
				Capital Spectrum Advisors:	196,569
				Capital Spectrum Management:	196,569
				Apollo Franklin:	284,975
				Franklin Management:	284,975
				TR Opportunistic:	318,102
				TR Master Fund:	318,102
				TR Management:	318,102
				AA Credit LP:	57,836
				AA Credit Advisors:	57,836
				AA Credit Management:	57,836
				Capital Management:	6,734,822
				Capital Management GP:	6,734,822
				Principal II:	2,575,702
				Principal II GP:	2,575,702
				Principal IX:	57,836
				Principal IX GP:	57,836
				Management Holdings:	6,734,822
				Management Holdings GP:	6,734,822

42

This report includes securities of the Issuer held by Value Master Fund, SOMA Fund, Centre Street LP, Credit Strategies, SK Strategic LP, Capital Spectrum, Apollo Franklin, TR Opportunistic and AA Credit LP as of February 6, 2015.  The shares of Common Stock reported as beneficially owned by the Reporting Persons include shares of Common Stock held of record by Capital Spectrum, Value Master Fund and Credit Strategies,, as well as shares of Common Stock issuable upon conversion of the 1.5% Convertible Senior Notes due 2016, the 3.0% Convertible Senior Notes due 2016 and the 4.5% Series J Cumulative Convertible Perpetual Preferred Stock of the Issuer that are held by Value Master Fund, SOMA Fund, Centre Street LP, Credit Strategies, SK Strategic LP, Apollo Franklin, TR Opportunistic and AA Credit LP, as applicable.  In addition, the shares of Common Stock reported as beneficially owned by the Reporting Persons include shares of Common Stock subject to call options held by Master Value Fund and Credit Strategies, respectively.

Value Master Fund, SOMA Fund, Centre Street LP, Credit Strategies, SK Strategic LP, Capital Spectrum, Apollo Franklin, TR Opportunistic and AA Credit LP each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by, or issuable upon conversion or exercise of the securities of the Issuer held by, such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.  Value Advisors, Value Capital Management, Value Management, Value Management GP, SOMA Advisors, SOMA Capital Management, SVF Management, SVF Management GP, Centre Street Management, ST Management, ST Operating, ST Capital, ST Management Holdings, SK Strategic Management, Capital Spectrum Advisors, Capital Spectrum Management, Franklin Management, TR Master Fund, TR Management, AA Credit Advisors, AA Credit Management, Capital Management, Capital Management GP, Principal II, Principal II GP, Principal IX, Principal IX GP, Management Holdings and Management Holdings GP , and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers of Principal II GP, the directors of Principal IX GP, and the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

43

(b)	Percent of class:
	Value Master Fund:	0.9%
	Value Advisors:	0.9%
	Value Capital Management:	0.9%
	Value Management:	0.9%
	Value Management GP:	0.9%
	SOMA Fund:	1.8%
	SOMA Advisors:	1.8%
	SOMA Capital Management:	1.8%
	SVF Management:	1.8%
	SVF Management GP:	1.8%
	Centre Street LP:	1.1%
	Centre Street Management:	1.1%
	Credit Strategies:	2.4%
	ST Management:	2.4%
	ST Operating:	2.4%
	ST Capital:	2.4%
	ST Management Holdings:	2.4%
	SK Strategic LP:	0.6%
	SK Strategic Management:	0.6%
	Capital Spectrum:	0.2%
	Capital Spectrum Advisors:	0.2%
	Capital Spectrum Management:	0.2%
	Apollo Franklin:	0.3%
	Franklin Management:	0.3%
	TR Opportunistic:	0.4%
	TR Master Fund:	0.4%
	TR Management:	0.4%
	AA Credit LP:	0.1%
	AA Credit Advisors:	0.1%
	AA Credit Management:	0.1%
	Capital Management:	7.4%
	Capital Management GP:	7.4%
	Principal II:	2.9%
	Principal II GP:	2.9%
	Principal IX:	0.1%
	Principal IX GP:	0.1%
	Management Holdings:	7.4%
	Management Holdings GP:	7.4%

44

	The percentage amounts are based on 85,171,859 shares of Common Stock outstanding as of October 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2014, plus, where applicable, the shares of Common Stock issuable upon conversion of the 1.5% Convertible Senior Notes due 2016, the 3.0% Convertible Senior Notes due 2016 and the 4.5% Series J Cumulative Convertible Perpetual Preferred Stock of the Issuer.
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:    0 for all Reporting Persons
	(ii)	Shared power to vote or to direct the vote:
		Value Master Fund	776,654
		Value Advisors:	776,654
		Value Capital Management:	776,654
		Value Management:	776,654
		Value Management GP:	776,654
		SOMA Fund:	1,602,479
		SOMA Advisors:	1,602,479
		SOMA Capital Management:	1,602,479
		SVF Management:	1,602,479
		SVF Management GP:	1,602,479
		Centre Street LP:	955,162
		Centre Street Management:	955,162
		Credit Strategies:	2,046,692
		ST Management:	2,046,692
		ST Operating:	2,046,692
		ST Capital:	2,046,692
		ST Management Holdings:	2,046,692
		SK Strategic LP:	496,353
		SK Strategic Management:	496,353
		Capital Spectrum:	196,569
		Capital Spectrum Advisors:	196,569
		Capital Spectrum Management:	196,569
		Apollo Franklin:	284,975
		Franklin Management:	284,975
		TR Opportunistic:	318,102
		TR Master Fund:	318,102
		TR Management:	318,102
		AA Credit LP:	57,836
		AA Credit Advisors:	57,836
		AA Credit Management:	57,836
		Capital Management:	6,734,822
		Capital Management GP:	6,734,822
		Principal II:	2,575,702
		Principal II GP:	2,575,702
		Principal IX:	57,836
		Principal IX GP:	57,836
		Management Holdings:	6,734,822
		Management Holdings GP:	6,734,822

45

(iii)	Sole power to dispose or to direct the disposition of:   0 for all Reporting Persons
(iv)	Shared power to dispose or to direct the disposition of:
	Value Master Fund:	776,654
	Value Advisors:	776,654
	Value Capital Management:	776,654
	Value Management:	776,654
	Value Management GP:	776,654
	SOMA Fund:	1,602,479
	SOMA Advisors:	1,602,479
	SOMA Capital Management:	1,602,479
	SVF Management:	1,602,479
	SVF Management GP:	1,602,479
	Centre Street LP:	955,162
	Centre Street Management:	955,162
	Credit Strategies:	2,046,692
	ST Management:	2,046,692
	ST Operating:	2,046,692
	ST Capital:	2,046,692
	ST Management Holdings:	2,046,692
	SK Strategic LP:	496,353
	SK Strategic Management:	496,353
	Capital Spectrum:	196,569
	Capital Spectrum Advisors:	196,569
	Capital Spectrum Management:	196,569
	Apollo Franklin:	284,975
	Franklin Management:	284,975
	TR Opportunistic:	318,102
	TR Master Fund:	318,102
	TR Management:	318,102
	AA Credit LP:	57,836
	AA Credit Advisors:	57,836
	AA Credit Management:	57,836
	Capital Management:	6,734,822
	Capital Management GP:	6,734,822
	Principal II:	2,575,702
	Principal II GP:	2,575,702
	Principal IX:	57,836
	Principal IX GP:	57,836
	Management Holdings:	6,734,822
	Management Holdings GP:	6,734,822

46

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[The remainder of this page intentionally left blank.]

47

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 13, 2015

APOLLO VALUE INVESTMENT MASTER FUND, L.P.
By:	Apollo Value Advisors, L.P.
	its managing general partner
	By:	Apollo Value Capital Management, LLC
		its general partner
		By:	/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO VALUE ADVISORS, L.P.
By:	Apollo Value Capital Management, LLC
	its general partner
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO VALUE CAPITAL MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO VALUE MANAGEMENT, L.P.
By:	Apollo Value Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President

48

APOLLO VALUE MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO SPECIAL OPPORTUNITIES  MANAGED ACCOUNT, L.P.
By:	Apollo SOMA Advisors, L.P.
	its general partner
	By:	Apollo SOMA Capital Management, LLC
		its general partner
		By:	/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO SOMA ADVISORS, L.P.
By:	Apollo SOMA Capital Management, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO SOMA CAPITAL MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO SVF MANAGEMENT, L.P.
By:	Apollo SVF Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President

49

APOLLO SVF MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CENTRE STREET PARTNERSHIP, L.P.
By:	Apollo Centre Street Advisors (APO DC), L.P.
	its general partner
	By:	Apollo Centre Street Advisors (APO DC-GP), LLC
		its general partner
		By:	/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO CENTRE STREET MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CREDIT STRATEGIES MASTER FUND LTD.
By:	Apollo ST Fund Management LLC
	its investment manager
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO ST FUND MANAGEMENT LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President

50

APOLLO ST OPERATING LP
By:	Apollo ST Capital LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO ST CAPITAL LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
ST MANAGEMENT HOLDINGS LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO SK STRATEGIC INVESTMENTS, L.P.
By:	Apollo SK Strategic Advisors, L.P.
	its general partner
	By:	Apollo SK Strategic Advisors, LLC
		its general partner
		By:	/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO SK STRATEGIC MANAGEMENT, LLC
By:	Apollo Capital Management, L.P.
	its sole member
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President

51

APOLLO CAPITAL SPECTRUM FUND, L.P.
By:	Apollo Capital Spectrum Advisors, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO CAPITAL SPECTRUM ADVISORS, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CAPITAL SPECTRUM MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO FRANKLIN PARTNERSHIP, L.P.
By:	Apollo Franklin Advisors (APO DC), L.P.
	its general partner
	By:	Apollo Franklin Advisors (APO DC-GP), LLC
		its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO FRANKLIN MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President

52

APOLLO TR OPPORTUNISTIC LTD.
By:	Apollo Total Return Master Fund LP
	its sole shareholder
	By:	Apollo Total Return Advisors LP
		its general partner
		By:	Apollo Total Return Advisors GP LLC
			its general partner
			By:	/s/ Joseph D. Glatt
				Joseph D. Glatt
				Vice President
APOLLO TOTAL RETURN MASTER FUND LP
By:	Apollo Total Return Advisors LP
	its general partner
	By:	Apollo Total Return Advisors GP LLC
		its general partner
		By:	/s/ Joseph D. Glatt
			Joseph D. Glatt
			Vice President
APOLLO TOTAL RETURN MANAGEMENT LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO ALTERNATIVE CREDIT LONG SHORT FUND, L.P.
By:	Apollo Alternative Credit Long Short Advisors, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President

53

APOLLO ALTERNATIVE CREDIT LONG SHORT ADVISORS, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO ALTERNATIVE CREDIT LONG SHORT MANAGEMENT, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO CAPITAL MANAGEMENT, L.P.
By:	Apollo Capital Management GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO CAPITAL MANAGEMENT GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO PRINCIPAL HOLDINGS II, L.P.
By:	Apollo Principal Holdings II GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO PRINCIPAL HOLDINGS II GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President

54

APOLLO PRINCIPAL HOLDINGS IX, L.P.
By:	Apollo Principal Holdings IX GP, Ltd.
	its general partner
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO PRINCIPAL HOLDINGS IX GP, LTD.
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President
APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC
	its general partner
	By:	/s/ Joseph D. Glatt
		Joseph D. Glatt
		Vice President
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Joseph D. Glatt
	Joseph D. Glatt
	Vice President

55